-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HO7W1qIszNLvGGQhLC+G/DHG3XGhqxzK3PeTnh+rNyl+riei+7XTSp9YArJjDjCR 1xX9ztQ8ba9jwbXoRDzdnA== 0001232172-05-000001.txt : 20050121 0001232172-05-000001.hdr.sgml : 20050121 20050121173944 ACCESSION NUMBER: 0001232172-05-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050119 FILED AS OF DATE: 20050121 DATE AS OF CHANGE: 20050121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHARLESWORTH TOM G CENTRAL INDEX KEY: 0001231789 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11312 FILM NUMBER: 05542690 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY SUITE 1600 CITY: ATLANTA STATE: GA ZIP: 30339 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COUSINS PROPERTIES INC CENTRAL INDEX KEY: 0000025232 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580869052 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY STE 1600 CITY: ATLANTA STATE: GA ZIP: 30339-5683 BUSINESS PHONE: 7709552200 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY STREET 2: SUITE 1600 CITY: ATLANTA STATE: GA ZIP: 30339-5683 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-01-19 0 0000025232 COUSINS PROPERTIES INC CUZ 0001231789 CHARLESWORTH TOM G 2500 WINDY RIDGE PARKWAY SUITE 1600 ATLANTA GA 30339 0 1 0 0 Executive Vice President Common Stock 2005-01-19 4 M 0 69148 21.23 A 221523 D Common Stock 2005-01-19 4 F 0 55158 30.45 D 166365 D Common Stock 10396 I See Footnote Stock Options (Right to buy) 21.23 2005-01-19 4 M 0 69148 0 D 2001-12-28 2010-12-28 Common Stock 69148 4704 D Includes 18,652 shares awarded under Cousins Properties Incorporated 1999 Incentive Stock Plan. The shares will be paid in any event if the employee is employed approximately six years from the grant date. Such shares may be awarded earlier as follows: (i) In three years if Funds from Operations Per Shares ("FFOPS") has grown 15% per annum; (ii) In four years if FFOPS has grown by 14% per annum; and (iii) In five years if FFOPS has grown 13% per annum. Includes 14,571 of restricted stock awarded under the Cousins Properties Incorporated (CPI) 1999 Incentive Stock Plan. These shares will vest 25% per year on each anniversary date of the grant, and CPI will hold these shares until such shares become vested. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares. All unvested shares will forfeit upon termination of employment. In payment of the exercise price, the reporting person delivered 48,210 shares. 6,948 shares were withheld by the Company to pay the reporting person's tax liability as provided under the Plan. Represents the shares deemed allocated to the reporting person as beneficiary in the Company's Profit Sharing Plan. After this transaction, the reporting person directly holds 238,653 stock options. These options were granted under various Cousins Properties Incorporated Employee Stock Option Plans between December 14, 1999 and December 8, 2004 at exercisable prices between $17.36 and $31.25 per share, and will expire between December 14, 2009 and December 8, 2014. For options granted prior to December 28, 2000, 20% of the options become exercisable each year on the anniversary of the grant date, with the shares being 100% vested in year 5 of the grant term. For options granted on or after December 28, 2000, 25% of the options become exercisable each year on the anniversary of the grant date, with shares being 100% vested in year 4 of the grant term. The Plan under which these options were granted complies with Rule 16b-3 and provides for tax withholding. On November 19, 2004, the number of options beneficially owned and the corresponding exercise prices were adjusted due to the payment of a special dividend on November 18, 2004. The number of options increased by approximately 22.24% and the exercise price decreased by approximately 18.19%. /s/ Tom G. Charlesworth 2005-01-21 -----END PRIVACY-ENHANCED MESSAGE-----